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2006-12-12MOUND HOUSING AND REDEVELOPMENT AUTHORITY DECEMBER 12, 2006 The Housing and Redevelopment Authority in and for the City of Mound, Minnesota, met in regular session on Tuesday, December 12, 2006, at 7:00 p.m. in the council chambers of city hall. Members present: Chair Pat Meisel; Commissioners David Osmek, Bob Brown, Mike Specht, and John Beise. Others present: City Attorney John Dean; Executive Director Kandis Hanson, City Clerk Bonnie Ritter, Community Development Director Sarah Smith, Public Works Director Carlton Moore, Chuck & Karen Alcon, Bruce & Patti Dodds 1. Open Meeting Chair Meisel called the meeting to order at 7:00 p.m. 2. Approve Agenda MOTION by Brown, seconded by Beise to approve the agenda. All voted in favor. Motion carried. 3. Approve Minutes MOTION by Beise, seconded by Specht to approve the minutes of the November 28, 2006 meeting. All voted in favor. Motion carried. 4. Development Update by Mound Harbor Renaissance Chuck Alcon of MHRD gave a brief update on the Villas on Lost Lake, and stated that a full update on Villas on Lost Lake and Auditor's Road will be presented at a special HRA meeting on Monday, December 18, 2006, at 6:30 p.m. 5. Set saecial meeting for Auditor's Road Restaurant concept plan MOTION by Brown, seconded by Specht to set a special meeting for December 18, 2006, at 6:30 p.m. in the council chambers, for an update on the Auditor's Road Restaurant concept plan. The following voted in favor: Osmek, Brown, Specht and Beise. The following voted against: None. Mayor Meisel abstained from voting. 6. Recess meeting MOTION by Osmek, seconded by Beise to recess at 7:13 p.m. all voted in favor. Motion carried. 7. Reconvene meeting immediately following City Council 10 of December 12`" City Council meeting Mayor Meisel reconvened the meeting at 9:07 p.m. Mound HRA -December 12, 2006 8. Action on Resolution Approving Land Agreement between Mound HRA and Ray Mar Properties, Inc. MOTION by Brown, seconded by Beise to adopt the following resolution. All voted in favor. Motion carried. RESOLUTION NO. 06-15H: RESOLUTION APPROVING LAND AGREEMENT WITH RAY MAR PROPERTIES, INC. FOR PROPERTY EXCHANGE OF DRIVEWAY AREA AND CORNER PARCEL IN TRANSIT DISTRICT IN DOWNTOWN MOUND 9. Action on Resolution Accepting Bid for Transit District Parking Deck Carlton Moore explained that the bids came in right on the numbers and there is funding available to make the project work. The proposed contractor has indicated that they would like to get started sooner (in March) than required. MOTION by Osmek, seconded by Brown to adopt the following resolution. All voted in favor. Motion carried. RESOLUTION NO. 06-16H: RESOLUTION ACCEPTING BID FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND 10. Adjourn MOTION by Brown, seconded by Osmek to adjourn at 9:17 p.m. All voted in favor. Motion carried. ~Y- . 2 Attest: Bonnie Ritter, City Clerk ~~ ~z ~-~ Chair Pat Meisel MOUND HRA RESOLUTION NO. 06-15H RESOLUTION APPROVING LAND AGREEMENT WITH RAY MAR PROPERTIES, INC. FOR PROPERTY EXCHANGE OF DRIVEWAY AREA AND CORNER PARCEL IN TRANSIT DISTRICT IN DOWNTOWN MOUND WHEREAS, on December 12, 2006, the Mound Housing and Redevelopment Authority (HRA) awarded a bid to construct a parking deck and support facilities in the Transit District in downtown Mound; and WHEREAS, the facilities have been designed to accommodate bus transit and includes a multi-level public parking deck and support facilities as well as (50) spaces on the upper floor for Park and Ride use; and WHEREAS, Staff has been working with Ray Mar Properties, Inc. regarding a proposed property exchange in the Transit District which would transfer the "driveway area" from Ray Mar Properties, Inc. to the Mound HRA so as to provide access to the parking deck and would also transfer the "corner parcel" to Ray Mar Properties, Inc so as to construct a garden center for sale and display of seasonal items associated with their existing business upon approval of a Conditional Use Permit by the City of Mound; and WHEREAS, the land agreement also details associated with a temporary construction easement in favor of the HRA, easement(s) over the "driveway area" in favor of Ray Mar Properties, Inc. for vehicle and truck access/egress, signage and also includes provisions regarding use of the "North Parking Lot" being constructed in the Transit District; and WHEREAS, a copy of the Land Agreement has been included as Exhibit A. NOW, THEREFORE BE IT RESOLVED, that the Housing and Redevelopment Authority of Mound, Minnesota, hereby approves the Land Agreement (in substantial form) which shall be subject to review and acceptance by the City Attorney in its final form. BE IT FURTHER RESOLVED that the Chair and Executive Director are hereby authorized to execute the Land Agreement on behalf of the HRA. Adopted by the HRA this 12t" day of December 2006. Attest: Bonnie Ritter, City Clerk Mayor Pat Meisel Resolution No. 06-15H F.xhihit A LAND AGREEMENT This Land Agreement (the "Agreement") is made this day of , 2006, by and between THE HOUSING AND REDEVELOPMENT AUTHORITY 1N AND FOR THE CITY OF MOUND, MINNESOTA, a Minnesota public body corporate and politic ("Authority") and RAYMAR PROPERTIES, INC., a Minnesota corporation ("RayMar"). ARTICLE 1 DEFINED TERMS 1.01 Authnri Prnnert~v, The Authority is the fee owner of certain real estate located in Hennepin County, Minnesota (the "Authority" Property), which is legally described as such on the attached Exhibit 1.02 R~~Mar Pronertv~. RayMar is the fee owner of certain real estate in Hennepin County, Minnesota, (the "RayMar Property") which is legally described as such on the attached Exhibit 1.03 Authnri Transfer Parcel. RayMar desires to purchase a portion of the Authority Property (the "Authority Transfer Parcel") described as such on the attached Exhibit 1.04 R~~Mar Transfer Par el, In partial consideration for acquisition of the Authority Transfer Parcel, RayMar desires to convey to the Authority the RayMar Transfer Parcel described as such on the attached Exhibit _, to be used for street and utility and other public purposes (the "RayMar Transfer Parcel"). 1.05 Tem nn rare (''nnstrLCtinn F.as .m nt. T'he Authority desires a temporary easement for access purposes (the "Temporary Construction Easement") over that part of the RayMar Property described as such in the attached Exhibit 1.06 Nnrth Parking i,nt, The public parking lot to be constructed by the Authority in accordance with the terms of this Agreement and located over that part of the Authority Property described as such on the attached Exhibit 1.07 Transit nistrict, The area lying east of Commerce Boulevard, south of Lynwood Boulevard, and north of a line drawn parallel with and 20 feet south of the center line of abandoned Dakota Rail right-of--way. 295977v6 JBD MU200-130 ARTICLE 2 CONVEYANCE AND PURCHASE TERMS 2.01 offer/Acce to ance. In consideration of the agreements herein contained, the Authority agrees to sell and convey the Authority Transfer Parcel to RayMar, and RayMar agrees to sell and convey the RayMar Transfer Parcel to the Authority. 2.02 Purchase Price and Terms. A. Purchase Price. The values of the Authority Transfer Parcel and the RayMar Transfer Parcel, together with the other consideration recited below are deemed equal by the parties. For purposes of calculating state deed taxes, the parties agree that the value of each parcel to be conveyed is 40,000.00. B. Documents to be delivered at Closing by the Authority. At Closing, the Authority shall deliver to RayMar: 1. A Quit Claim Deed conveying title to the Authority Transfer Parcel to RayMar. 2. Standard form Affidavit of Seller. 3. A commitment for title insurance. 4. Such other documents as may be reasonably required by RayMar. C. Documents and Items to be delivered at Closing by RayMar. At Closing, RayMar shall deliver to the Authority: 1. A Quit Claim Deed conveying title to the RayMar Transfer parcel to the Authority. 2. Standard form Affidavit of Seller. 3. A commitment for title insurance. 4. Such other documents as may be reasonably required by the Authority. 2.03 Suhdivisinn Arnroval. The transaction contemplated by this Agreement requires the division of the RayMar Property and the Authority Property, the Authority as to the Authority Property, and RayMar as to the RayMar Property, at its sole cost and expense, is responsible for obtaining all necessary subdivision approvals or waivers of subdivision approval (the "Subdivision Approvals"). RayMar understands that it shall be responsible for submittal of its proportionate share of the subdivision application fee, which is $100.00, as well as any and/or all costs associated with the proposed RayMar division including but not limited to, preparation of the legal description(s) of the property to be conveyed to the Authority. 295977v6 JBD MU200-130 2 2.04 Real Fstate Tax s and Special Assessments. A. The Authority represents that the Authority Transfer Parcel, is exempt from real estate taxes payable in 2007. RayMar shall be responsible for all taxes and special assessments levied on the Authority Transfer Parcel thereafter. B. RayMar shall be responsible for the payment of all real estate taxes due and payable on the RayMar Transfer Parcel in the years prior to the year of Closing. Taxes and special assessment due and payable on the RayMar Transfer parcel in the year of closing will be prorated by the parties as of the date of Closing. The Authority will be responsible for the payment of all real estate taxes and installments of special assessments due and payable on the RayMar Transfer Parcel thereafter. RayMar acknowledges that it will continue to be responsible for all taxes and special assessments on the RayMar Property, excepting only the RayMar Transfer Parcel. 2.05 Title and Remedies. A. Authority Transfer Parcel. The Authority shall provide RayMar with a commitment for an owner's policy of title insurance for the land constituting the Authority Transfer Parcel, naming RayMar as the proposed insured, for the amount of $40,000.00 and RayMar shall have 5 business days following the receipt of same and of copies of all the underlying documents mentioned in such commitment to make its objections in writing to the Authority. Unless timely made in writing, objections will be deemed waived. The Authority makes no representations regarding the status of title to the Authority Transfer Parcel. RayMar shall be solely responsible for investigating the status of title to that parcel and making objections in writing to the Authority as provided above. If RayMar makes any objections to the condition of title to the Authority Transfer Parcel, the Authority shall have the right, but not the obligation, to cure such defects. If the Authority cannot or does not cure such title defects by the Closing Date, then at RayMar's option this Agreement shall be null and void and of no further force or effect. B. RayMar Transfer Parcel. RayMar shall provide the Authority with a commitment for an owner's policy of title insurance for the land constituting the RayMar Transfer Parcel, naming the Authority as the proposed insured, for the amount of $40,000.00, and the Authority shall have 5 business days following the receipt of same and of copies of all the underlying documents mentioned in such commitment to make its objections in writing to RayMar. Unless timely made in writing, objections will be deemed waived. If the Authority makes any objections to the condition of title to the RayMar Transfer Parcel within the 5-business day review period, RayMar shall have the right, but not the obligation, to cure such defects. If the RayMar cannot or does not cure such title defects by the Closing Date, then at the Authority's option this Agreement shall be null and void and of no further force or effect. 295977v6 JBD MU200-130 3 2.06 (rl~. The closing ("Closing") of the conveyance of the Authority Transfer Parcel, and the RayMar Easement shall take place on March 1, 2007 or such earlier or later date mutually agreed to by the parties. The Closing shall take place at a location as mutually agreed upon by the parties. 2.07 (~'lncing C'nsts and Related items. Each party will be responsible for payment of all costs related to the performance of its obligations hereunder, including but not limited to title commitment fees, state deed taxes and recording fees. Each party will also be responsible for any attorney fees incurred by it in connection with the transaction. Other closing costs will be divided equally between the parties. 2.08 Possession/C'nnditinn of Prnnert~, Each party agrees to deliver possession of its respective property to the other party on the date of Closing, in the same condition as they existed on the date of this Agreement. 2.09 C'.nnditinn of Prnnert~v. Each party, at its sole discretion, shall have determined on or before the Closing that it is satisfied with the condition of the property to be transferred to it as disclosed by its inspection of said property, including environmental, soils and any other condition that adversely affects the development of the property. Each party will provide the other party access for the purpose of conduction any reasonably necessary inspections. Otherwise, neither party makes any representation concerning the condition of the property being transferred by it. ARTICLE 3 MISCELLANEOUS PROVISIONS 3.01 North Parking T,nt, The Authority has constructed a temporary hard surface driveway on the east side of the RayMar Property. It is the Authority's expectation that construction of the permanent North Parking Lot will be completed by the end of 2007. The Authority will provide Ray May with period updates regarding the status of construction and the estimated completion date. The Authority further represents to RayMar that the North Parking Lot will be operated as a public parking lot and available for parking to all members of the public wishing to use it. The Authority further represents that it will not take any actions that would prohibit or restrict the use of the North Parking Lot by RayMar Customers, provided that the Authority may impose reasonable time restrictions on the use of the lot applicable to all users, and may close all or part of the lot for repairs and maintenance activities. RayMar acknowledges and agrees that it will pay an annual assessment to cover a portion of the cost of maintenance and repair of the North Parking Lot. RayMar's share of such costs will be equal to the percentage of the total spaces in the North Parking Lot that are occupied by RayMar customers measured in accordance with customary protocol. While the amount of that annual assessment cannot be determined at this time, RayMar is informed that the approximate annual maintenance costs for a parking area of the dimensions of the North Parking Lot is currently estimated to be $2000.00 a year. 295977v6 JBD MU200-130 4 3.02 Maintenance and Renair of Ra~Mar Transfer Par 1. The City will be responsible for conducting all regular maintenance, upkeep and repair of the RayMar Transfer Parcel, including any utilities located thereon or thereunder. The City will pay all costs and expenses incurred in furnishing such work. The cost to initially construct the public improvements in the RayMar Easement Area will be the responsibility of the City, and RayMar will not be specially assessed or otherwise charged for such initial work. This provision is not intended as a waiver of any opportunity of the City to levy special assessments against the RayMar Property for future rebuilding or replacement of the surface of the RayMar Transfer Parcel in accordance with normal policies for assessing for public improvements. 3.03 R~~Mar Transfer Parcel R .fain d Rigj~ The deed of conveyance for the RayMar Transfer Parcel will reserve to RayMar a perpetual easement over and across the RayMar Transfer Parcel for the benefit of the RayMar Property for vehicle access, parking and other uses related to the retail activities conducted on the RayMar Property, but only to the extent that all such activities are not inconsistent with the use of the RayMar Transfer Parcel for street, utility and other public purposes. If the Authority receives a bona fide offer to purchase the RayMar Transfer Parcel from a third party, and such third party does not intend to utilize the RayMar Transfer Parcel for public purposes, the Authority will, before agreeing to sell to such third party, offer the RayMar Transfer Parcel to RayMar for the same price as the price offered by the third party and deemed acceptable by the Authority. RayMar shall have 20 days from the date of notification of such an offer to agree to repurchase the RayMar Transfer Parcel. Title matters shall be subject to the same provisions as are applicable to the RayMar Transfer Parcel under this Agreement. 3.03 nevelnnment of Anthnritp Transfer Prnnert~;, RayMar acknowledges that because of the central location of the Authority Transfer Property, its development and redevelopment is of special importance to the Authority. Consequently, RayMar agrees that any construction or reconstruction on the Authority Transfer Property will be subject to the approval of the Authority, which will not be unreasonably withheld. In determining whether to grant approval, the Authority may require RayMar to demonstrate that such construction or reconstruction generally meets the requirements applicable to the Pedestrian Planned Unit Development District. In addition, RayMar agrees that any signage on the Authority Transfer Property will comply with all of the requirements of the City applicable to signage in the Pedestrian Planned Unit Development District as set forth in City Code Chapter 350.651, Subd. 7. RayMar further agrees that no temporary promotional or temporary advertisement signage shall be allowed on the decorative fencing or gazebo-structure at any time. RayMar agrees that as a precondition to the issuance of a certificate of occupancy for the improvements to be constructed by it on the Authority Transfer Parcel, it will have completed construction of the proposed modification to the north-facing part of the RayMar building shown on the attached Exhibit 295977v6 JBD MU200-130 5 RayMar agrees that the fenced outdoor garden center is allowed by conditional use and is therefore subject to City approval, which will not be unreasonably withheld. RayMar understands that, as to the Authority Transfer Parcel, the conditional use permit will prohibit the storage of certain materials such as lumber, construction materials, retaining wall block, cement, and similar related items customarily offered for sale, but which may not provide the desired aesthetic appearance based on the location of the parcel. The parties believe that it would be advantageous if the Authority Transfer Parcel were available for use by City-sponsored activities during periods that it was not in use by RayMar. Consequently, the parties agree that they will, from time to time, consider entering into license agreements for such activities subject to all the terms and protections as may be required by the parties. 3.04 Precervatinn of nrivewa}~ 1_nn~. The general layout for the Transit District is depicted in the attached Exhibit .Depicted in Exhibit is a driveway loop running between the two entrances located on Shoreline Drive. It is of importance to RayMar that the driveway loop be available to its customers. The Authority represents to RayMar that the driveway loop area will be opened and maintained as a public drive area, and that except for periods of necessary maintenance and repair it will not be closed to public passage unless, at the Authority's expense, it provides RayMar with alternate access reasonably acceptable to RayMar. 3.05 Sig~ge for Driveway. The Authority agrees to construct signage at the two entry points to the Driveway Loop. Two (2) directional signs will be located at the north and east entrance and a monument sign will be located at the east end of the Transit District. Attached hereto as Exhibit _ is a plan sheet showing the general location, appearance and sign layout. . (3) of the (4) placards on the north entrance directional sign and east entrance directional signs shall be reserved and dedicated for use by RayMar, which shall include the top placard, who shall be responsible for payment of its proportionate share of the (2) directional signs based upon the bid accepted by the Authority for the project. The obligation of the Authority to construct the signage is contingent upon payment by RayMar for its proportional share of the cost of the construction of such signage Such payment will be made not later than 10 days following the date that the Authority has received a final invoice for such work. 3.06 Fact fide Exterior Storage Area, The area lying to the east of the RayMar building and shown on Exhibit will be improved based on plans to be approved by the parties. RayMar will be responsible for the any and/or all involve permitting from the City, which will not be unreasonably withheld, and the construction and the cost of the improvements, except as to the improvements shown on the plans as qualifying for reimbursement by the Minnehaha Creek Watershed District (the "MCWD"). RayMar understands that in order to qualify for reimbursement it may be required to enter into separate agreements with the MCWD; and that such agreements may impose ongoing maintenance obligations on RayMar. Ray Mar acknowledges and understands that accessory outdoor retail use is a conditional use according to the Mound Zoning Ordinance. The parties agree that the current exterior storage activities on the east side of the building are allowed to continue until the construction activities in the Transit District are completed at which time RayMar shall be responsible for application and procurement of a conditional permit. 295977v6 JBD MU200-130 6 3.07 Modified ('.nnstructinn Ctaoing Plan, Construction of the Transit District parking facilities will be done in accordance with the modified construction staging plan, which shall be prepared by the Authority and subject to review and acceptance by RayMar. 3.08 Shared Parking, Agr ..m .n , The parties did on July 11, 2000 enter into a certain instrument entitled Shared Parking Agreement (the "Parking Agreement"). Amendment_ The Parking Agreement assigned to RayMar "the non- exclusive right to use the Parking Parcel [as defined in the Parking Agreement] for ingress and egress and vehicle parking for 20 vehicles". The parties agree that the Parking Agreement will be amended to read: "... the non-exclusive right to use the first level of the ramp to be constructed on the Parking Parcel for ingress and egress and vehicle parking for 20 vehicles". 2. n . .retina inn_ The Parking Agreement contains the following language: Notwithstanding any provision in this agreement to the contrary, the HRA reserves the right to modify the Parking Lot in response to future development of adjacent parcels; provided, however, during the term of the Loan made by the HRA to the Redeveloper for the purpose of constructing the Minimum Improvements on the Redevelopment Property, the HRA shall not, without the prior written consent of the Redeveloper, change the access to or reconfigure the Parking Lot in such a way as to have a materially adverse effect on the use of the Redevelopment Property, nor change the Parking Lot in such a way as to materially and adversely affect the visibility to the public of the Redevelopment Property and the Minimum Improvements. RayMar has reviewed the plans and specifications for the parking facility to be constructed to the East of the RayMar Property, and consents to the construction of such facility substantially as shown in the plans. Such consent does not constitute a determination by either party that the change or reconfiguration of access will have a material adverse effect on the use of the RayMar Property, or that the parking facility will adversely affect the visibility to the public of the RayMar Property. 3.09 Tem nra 'ght of Accecc, Upon execution of this Agreement, RayMar grants to the HRA, its agents and assigns the temporary right to enter across and over the area described in Exhibit A as the Temporary Construction Easement. Acceptance of the right will be deemed an acknowledgement by the Authority that it indemnifies, defends and holds harmless, RayMar, its officers and agents from any claim or cause of action arising out of or occasioned by actions of the Authority based on its use of the Temporary Construction Easement. 295977v6 JBD MU200-130 7 3.10 nisclnsnre+ Tndividngl Sewage Treatment .~ystem. The Authority discloses that there is not an individual sewage treatment system on or serving the Authority Transfer Parcel. RayMar discloses that there is not an individual sewage treatment system on or serving the RayMar Easement. 3.11 Well nischsure. Each party certifies to the other that it does not know of any wells on the property to be conveyed to the other. 3.12 C'.mm~liance With i.ocal Regulations. This Agreement should not be construed as relieving RayMar of any obligations to comply with all of the local regulations, including, without limitation land use regulations, applicable to the property or the uses contemplated in this Agreement. 3.13 Nn Relocation Benefits. RayMar acknowledges that it is not entitled to relocation benefits pursuant to Minnesota Statutes, Section 117.052 ei ses}. as a result of the transactions contemplated herein. 3.14 Cumulative Rig tc. Except as may be otherwise provided elsewhere herein, no right or remedy herein conferred on or reserved to any party is intended to be exclusive of any other right or remedy provided herein or by law, but such rights and remedies shall be cumulative and in addition to every other right or remedy given herein or elsewhere or hereafter existing at law in equity, or by statute. Either party may enforce this Agreement by an action to compel specific performance, provided that such action is brought within one year of the date of this Agreement. 3.15 No Rrnker Cnmmicsinns. Each party represents and warrants to the other party that there is no broker involved in this transaction with whom the warranting party has negotiated or to whom the warranting party has agreed to pay a broker commission. 3.16 Nn Merger. The representations and warranties made in this Agreement, and all other provisions of this Agreement, shall not be merged into any instruments or conveyance delivered at Closing, and the parties shall be bound accordingly. 3.17 Entire Agr m .n ; Amendments, This Agreement constitutes the entire agreement between the parties, and no other agreement prior to this Agreement or contemporaneous herewith shall be effective except as expressly set forth or incorporated herein. Any purported amendment shall not be effective unless it shall be set forth in writing and executed by the parties or their respective successors or assigns. 3.18 Binding Effect; Assignm .n . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither party may assign this Agreement without the written consent of the other party. ,i 295977v6 JBD MU200-130 8 3.19 )Yntic~. Any notice, demand, request or other communication which may or shall be given or served by the parties shall be deemed to have been given or served on the date the same is deposited in the United States Mail, registered or certified, postage prepaid; delivered by a nationally recognized overnight delivery company, or actually received by the recipient and addressed as follows: 3.20 Environmental Report and Review. The HRA will make a reasonable effort to review its files and the City files and provide Developer with all reports, investigations and studies disclosed by such review, which have as their subject all or any portion of the Authority Transfer Parcel or the property adjacent to the Authority Transfer Parcel. The reports, investigations and studies described herein shall be referred to as the "HRA Documents." The HRA makes no representations or warranties concerning the accuracy of the materials contained in any HRA Document, or whether or not other relevant documents in the possession of the HRA or the City were not discovered by such review. Except as disclosed in the environmental reports included as part of the HRA Documents (the "Environmental Reports"), the Executive Director, the Community Development Director have no personal knowledge that any toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, and any hazardous substance as defined in any Environmental Law (collectively, "Hazardous Substances") have or have not been generated, treated, stored, transferred from, released or disposed of, or otherwise placed, deposited in or located on the Authority Transfer Parcel in violation of any Environmental Law, nor has any activity been undertaken on the Authority Transfer Parcel that would cause or contribute to the Authority Transfer Parcel becoming a treatment, storage or disposal facility within the meaning of any Environmental Law. Further, such persons, and except as otherwise disclosed in the Environmental Reports, have no personal knowledge whether or not there has been any discharge, release or threatened release of Hazardous Substances from the Authority Transfer Parcel, and whether or not any Hazardous Substances or conditions in or on the Authority Transfer Parcel that may support a claim or cause of action under any Environmental Law have been discharged or released on the Authority Transfer Parcel. It is understood that neither the Executive Director nor the Community Development Director have made any independent investigation into any of these matters, but are relying solely on information that they have learned in the course of their duties. A. If to the Authority: Mound Housing and Redevelopment Authority Attn: Kandis M. Hanson, Executive Director 5341 Maywood Road Mound, Minnesota 55364 B. If to RayMar: RayMar Properties, Inc. Attn: Bruce Dodds, President 2250 Commerce Boulevard Mound, Minnesota 55346 295977v6 JBD MU200-130 9 3.21 C''a to inns, Headingc nr Titlec. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement or a limitation of the scope of the particular paragraphs or sections to which they apply. 3.22 ('nunternartc, This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 3.23 Annlicahle i,aw, This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to choice of law provisions. IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. [Remainder of this page left blank intentionally] 1 295977v6 JBD MU200-130 10 [Signature Page for Authority] By: Its: By: Its: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MOUND, MINNESOTA 295977v6 JBD MU200-130 11 [Signature Page for RayMar ] RAYMAR PROPERTIES, INC. By: Its: President 295977v6 JBD MU200-130 12 EXHIBIT A 295977v6 JBD MU200-130 A-1 1 1 1 295977v6 JBD MU200-130 EXHIBIT B B-1 EXHIBIT C 295977v6 JBD MU200-130 C-1 1 J 1 295977v6 JBD MU200-130 EXHIBIT D D-1 MOUND HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 06-16H RESOLUTION ACCEPTING BID FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND WHEREAS, The Mound Housing and Redevelopment Authority approved the plans and specifications prepared by Walker Parking Consultants, and ordered the advertisement for bids for the Transit District Parking Deck and related site improvements at its October 24, 2006 meeting; and WHEREAS, eight bids for the Transit District Parking Deck Project were received and opened at 2:00 p.m. on December 6, 2006, as evidenced in Exhibit A bid tabulation; and WHEREAS, it appears that Graham Penn-Co Construction, Inc. of Eagan, Minnesota, is the lowest responsible bidder, NOW, THEREFORE BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Mound: 1. The Chairperson and Executive Director are hereby authorized and directed to enter into a contract with Graham Penn-Co Construction, Inc. in the name of the Mound HRA for the Transit District Parking Deck in Downtown Mound, according to the plans and specifications therefore approved by the HRA and on file in the office of the City Clerk. 2. The City Clerk is hereby authorized and directed to return forthwith to all bidders the deposits made with their bids, except that the deposits of the successful bidder and the next lowest bidder shall be retained until a contract has been signed. Adopted by the HRA this 12th day of December, 2006. Attest: Bonnie Ritter, City Clerk Chair Pat Meisel